Form 4

FORM 4

UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

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    Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).

STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP

Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934, Section 17(a) of the Public Utility Holding Company Act of 1935 or Section 30(h) of the Investment Company Act of 1940

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Filed By
Romeo and Dye's
Section 16 Filer
www.section16.net

1. Name and Address of Reporting Person*

Banatao Diosdado

2. Issuer Name and Ticker or Trading Symbol
Marvell Technology Group Ltd. (MRVL)

6. Relationship of Reporting Person(s)
to Issuer (Check all applicable)
X Director                                       10% Owner
    Officer (give title below)          Other (specify below)

                                                  

(Last)      (First)     (Middle)

700 First Avenue
 

3. I.R.S. Identification Number
of Reporting Person,
if an entity (voluntary)

 

4. Statement for
Month/Day/Year
March 4, 2003

(Street)

Sunnyvale, CA 94089

5. If Amendment,
Date of Original
(Month/Day/Year)
 		 7. Individual or Joint/Group Filing (Check Applicable Line)
X Form filed by One Reporting Person
    Form filed by More than One Reporting Person

(City)     (State)     (Zip)

Table I — Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned

1. Title of Security
(Instr. 3)

2. Trans-
action
Date
(Month/ Day/
Year)

2A. Deemed
Execution
Date,
if any
(Month/Day/
Year)

3. Trans-
action Code
(Instr. 8)

4. Securities Acquired (A) or Disposed of (D)
(Instr. 3, 4 & 5)

5. Amount of
Securities
Beneficially
Owned Follow-
ing Reported Transactions(s)
(Instr. 3 & 4)

6. Owner-
ship Form:
Direct (D)
or Indirect (I)
(Instr. 4)

7. Nature of Indirect
Beneficial Ownership
(Instr. 4)

Code

V

Amount

(A)
or
(D)

Price

Common Stock, par value $0.002 per share

03/04/03

 

M

 

10,000

A

$0.036667

 

D

 

Common Stock, par value $0.002 per share

03/04/03

 

S

 

10,000

D

$19.80

 

D

 

Common Stock, par value $0.002 per share

03/05/03

 

M

 

3,400

A

$0.036667

 

D

 

Common Stock, par value $0.002 per share

03/05/03

 

S

 

3,400

D

$19.80

1,375,000

D

 

Common Stock, par value $0.002 per share

12/19/02

 

G

V

5,000

D

 

1,676,747

I

By Diosdado Banatao & Maria C. Banatao Trust

Common Stock, par value $0.002 per share

 

 

 

 

 

 

 

680,680

I

By Tallwood Partners LLC

Common Stock, par value $0.002 per share

 

 

 

 

 

 

 

16,948

I

By Daughter (1)
Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
* If the form is filed by more than one reporting person, see Instruction 4(b)(v).

Persons who respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB control number
FORM 4 (continued)

Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned
(e.g., puts, calls, warrants, options, convertible securities)

1. Title of Derivative Security

(Instr. 3)

2. Conver-
sion or
Exercise
Price of Derivative Security

3. Trans-
action Date

(Month/
Day/
Year)

3A. Deemed
Execution
Date,
if any
(Month/
Day/
Year)

4. Trans-
action
Code

(Instr. 8)

5. Number of Derivative Securities Acquired (A) or Disposed of (D)

(Instr. 3, 4 & 5)

6. Date Exercisable
and Expiration
Date
(Month/Day/
Year)

7. Title and Amount of Underlying Securities
(Instr. 3 & 4)

8. Price of Derivative Security
(Instr. 5)

9. Number of
Derivative
Securities
Beneficially
Owned
Following
Reported Transaction(s)
(Instr. 4)

10. Owner-
ship Form
of Deriv-
ative
Security:
Direct (D)
or Indirect (I)
(Instr. 4)

11. Nature of Indirect Beneficial Ownership
(Instr. 4)

Code

V

(A)

(D)

Date Exer-cisable

Expira-
tion
Date

Title

Amount or Number of
Shares

Stock Option (Right to Buy)

$.036667

03/04/03

 

M

 

 

10,000

Immed.

07/22/06

Common Stock

 

 

 

D

 

Stock Option (Right to Buy)

$.036667

03/05/03

 

M

 

 

3,400

Immed.

07/22/06

Common Stock

1,151,300

 

1,151,300

D

 

Stock Option (Right to Buy)

$0.05

 

 

 

 

 

 

Immed.

01/28/07

Common Stock

180,000

 

180,000

D

 

Stock Option (Right to Buy)

$15.00

 

 

 

 

 

 

 (2)

06/26/10

Common Stock

30,000

 

30,000

D

 

Stock Option (Right to Buy)

$20.58

 

 

 

 

 

 

 (3)

06/26/11

Common Stock

6,000

 

6,000

D

 

Stock Option (Right to Buy)

$21.59

 

 

 

 

 

 

 (4)

6/21/12

Common Stock

6,000

 

6,000

D

 

Put Option (Right to Sell) (5)

 

 

 

 

 

 

 

 

11/2003

Common Stock

500,000

 

1

I

Tallwood Parnters LLC

Put Option (Right to Sell)(6)

 

 

 

 

 

 

 

 

03/2004

Common Stock

250,000

 

1

I

By Diosdado & Maria C. Banatao Trust

Put Option (Right to Sell)(6)

 

 

 

 

 

 

 

 

03/2004

Common Stock

150,000

 

1

I

By Diosdado & Maria C. Banatao Trust

Put Option (Right to Sell)(6)

 

 

 

 

 

 

 

 

03/2004

Common Stock

100,000

 

1

I

By Diosdado & Maria C. Banatao Trust

Put Option (Right to Sell)(6)

 

 

 

 

 

 

 

 

06/2005

Common Stock

300,000

 

1

I

By Diosdado & Maria C. Banatao Trust

Put Option (Right to Sell)(6)

 

 

 

 

 

 

 

 

09/10/05

Common Stock

100,000

 

1

I

By Diosdado & Maria C. Banatao Trust

Put Option (Right to Sell)(6)

 

 

 

 

 

 

 

 

09/2005

Common Stock

100,000

 

1

I

By Diosdado & Maria C. Banatao Trust

Explanation of Responses:

(1) The reporting person disclaims beneficial ownership of these securities, except to the extent of his pecuniary interest, if any, and this report shall not be deemed an admission that the reporting person is the beneficial owner of such securities for purposes of Section 16 of the Securities Act for any other purpose.
(2) Of such 30,000 shares, not all shares are fully vested, and until fully vested, if exercised, would be subject to repurchase by the Company in the event of termination of the reporting person's services as a non-employee director of the Company. Vests 20% on 06/26/01 and 500 shares per month from 07/26/01 through 06/25/05. Reflects non-discretionary grants under 1997 Directors Plan.
(3) Of such 6,000 shares, not all shares are fully vested, and until fully vested, if exercised, would be suject to repurchase by the Company in the event of termination of the reporting person's services as a non-employee director of the Company. Vests 500 shares per month from 07/21/05 through 06/21/06. Reflects non-disrectionary grants under 1997 Directors Plan.
(4) Of such 6,000 shares, not all shares are fully vested, and until fully vested, if exercised, would be subject to repurchase by the Company in the event of termination of the reporting person's services as a non-employee director of the Company. Vests 500 shares per month from 7/21/06 through 6/21/07. Reflects non-discretionary grants under 1997 Directors Plan.
(5) The Tallwood Partners LLC entered into a pre-paid forward contract covering these shares. The contract provides that the Partnership will participate in a portion of the appreciation in the price of the Issuer's stock over the period of the contract through a reduction in the number of shares to be delivered at the end of the contract.
(6) The Diosdado & Maria C. Banatao Trust entered into a pre-paid forward contract covering these shares. The contract provides that the Trust will participate in a portion of the appreciation in the price of the Issuer's stock over the period of the contract through a reduction in the number of shares to be delivered at the end of the contract.
  By: /s/ Diosdado Banatao
              
**Signature of Reporting Person		 March 5, 2003
Date

**Intentional misstatements or omissions of facts constitute Federal Criminal Violations.
See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a).

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